WIXLIB

GC21 (Edition 2) - General Conditions of ContractContract FrameworkContract frameworkRoles and relationships1General responsibilities1.2.3.2The Contractor must:1.2.3.The Principal must:1.design the Works in accordance with the Contract, as stated inContract Information Item 38;construct the Works in accordance with the Contract; andperform and observe all its other obligations under the Contract.pay the Contractor the Contract Price for its performance, inaccordance with and subject to the Contract; and2. perform and observe all its other obligations under the Contract.The Principal may give instructions to the Contractor concerning the Works and anythingconnected with the Works, and the Contractor must comply at its own cost unless theContract expressly provides otherwise.Authorised persons1.2.3.4.3Contractor’s Authorised PersonThe Contractor must ensure that, at all times, there is a person appointed to act as theContractor’s Authorised Person. The Contractor’s Authorised Person acts with theContractor’s full authority in all matters relating to the Contract. The Contractor mustpromptly notify the Principal of the name and contact details of the Contractor’sAuthorised Person and of any change in those details. If the Principal reasonably objectsto the Contractor’s Authorised Person at any time, the Contractor must replace thatperson.Principal’s Authorised PersonThe Principal must ensure that, at all times, there is a person appointed to act as thePrincipal’s Authorised Person. The Principal must promptly notify the Contractor of thename and contact details of the Principal’s Authorised Person and of any change in thosedetails.The Principal’s Authorised Person does not act as an independent certifier, assessor orValuer. The Principal’s Authorised Person acts only as an agent of the Principal.The Principal’s Authorised Person may delegate any of its contractual functions andpowers to others by written notice to the Contractor.Co-operation1.4The parties must do all they reasonably can to co-operate in all matters relating to theContract, but their rights and responsibilities under the Contract (or otherwise) remainunchanged unless the parties agree in writing to change them.Duty not to hinder performance1.5Each party must do all it reasonably can to avoid hindering the performance of the otherunder the Contract.Early warning1.2.Each party must promptly inform the other if it becomes aware of anything that is likelyto affect the time for Completion, or the cost or quality of the Works. The parties mustthen investigate how to avoid or minimise any adverse effect on the Works and ScheduledProgress.Information provided by a party under clause 5.1 must not be used against that party inany Claim or Issue resolution proceedings.Contract Name: » [TEMPLATE]Contract No: » [Insert]KNET#16358612 SA GC21 Edition 2Revision Date: 24/11/20Page 10 of 119

GC21 (Edition 2) - General Conditions of Contract6Contract FrameworkEvaluation and monitoring1.2.3.4.5.6.7.8.The parties must meet regularly to evaluate and monitor performance of the Contract.The parties must decide jointly who will participate in the meetings. Participants mayinclude Subcontractors, Suppliers, Consultants and, if appropriate, representatives ofgovernment authorities, end users and local communities. Participation in meetings doesnot give the participants any additional rights or responsibilities.Nothing concerning or in connection with completed evaluation forms changes eitherparty’s rights and responsibilities, or can be relied on or used by one party against anotherin any proceedings.Participants in the evaluation and monitoring meetings must meet their own costs forattendance, and the parties must share equally the other costs.Collaborative Governance TeamThe Parties agree to establish a Collaborative Governance Team (CGT). The role of theCGT is to:1.provide guidance and leadership for the project;2. provide a forum for regular and formal interaction betweensenior executives of the Principal and the Contractor;3. establish and implement a governance plan and encourage andmonitor the use of the principles developed in the plan; and4. monitor and review progress and performance.At a minimum, the membership of the CGT shall comprise of:1. two senior representatives from the Principal; and2. two senior representatives from the Contractor.A Party may only change its representative under exceptional circumstances, such asillness, resignation from employment or a conflict of interest arising. In the case of theContractor, such replacement is subject to the Principal’s prior written approval.A quorum for the CGT requires the attendance of all representatives. Unless agreedotherwise by the CGT, meetings of the CGT will be held at least fortnightly while designdevelopment is taking place and monthly at other times.No Reliance9.Nothing that occurs at any meeting, workshop or other process in connection with thisclause 6 (whether oral, written or by conduct) will:1. relieve either party, or alter or affect their liabilities, rights,obligations or responsibilities under or arising out of thisContract; or2.be construed as an instruction by the Principal to do or not doanything,unless it is clearly documented in writing as an amendment to the Contract or aninstruction from the Principal. Any minutes of any meeting or workshop held inconnection with this clause do not form part of the Contract and are for information only.The Contract7The Contract1.The Contract is made up solely of the Contract Documents, which supersede allunderstandings, representations and communications made between the parties before theDate of Contract in relation to the subject matter of the Contract. The Contract Documentsare:1. these GC21 General Conditions of Contract;2. the Contract Information;3. the annexed Schedules;4. the Principal’s Documents as at the Date of Contract;Contract Name: » [TEMPLATE]Contract No: » [Insert]KNET#16358612 SA GC21 Edition 2Revision Date: 24/11/20Page 11 of 119

GC21 (Edition 2) - General Conditions of Contract5.6.2.3.4.5.6.7.8.9.Contract Frameworkthe other Contract Documents listed in Contract Informationitem 26; andthe Formal Instrument of Agreement.The Contract Documents must be read as a whole, and anything included in, or reasonablyto be inferred from, one or more documents must be read as included in all otherdocuments, unless the context requires otherwise.The terms of the Contract cannot be amended or waived unless both parties agree inwriting.The Principal must give the Contractor the number of copies of the Principal’s Documentsstated in Contract Information item 27.The Contractor must execute and return to the Principal the formal instrument ofagreement within 5 Business Days after the Principal’s written request for its execution.The Principal will return an executed copy to the ContractorThe obligations of the Contractor, if more than one person, under this Contract, are jointand several and each person constituting the Contractor acknowledges and agrees that itwill be responsible for the acts and omissions (including breaches of this Contract) of theother as if those acts or omissions were its own.All communications and documentation exchanged between the Principal and Contractormust be in the English language.Measurements of physical quantities must be in Australian legal units of measurementwithin the meaning of the National Measurement Act 1960 (Cth), as amended from timeto time.Unless otherwise provided, prices are in Australian currency and payments must be madein Australian currency.8Scope of the Works, Temporary Work and work methods1.The Works are described in brief in Contract Information item 3 and in more detail in theContract Documents, and include:1. all work specifically referred to in or contemplated by theContract;2. all work and items necessary to achieve the effective andefficient use and operation of the Works; and3. all work and items necessary for the Works to be fit for thepurposes required by the Contract.Other work required in connection with the Contract includes:1. all work and items, other than the Works, specifically referredto in or contemplated by the Contract;2. all work and items necessary to carry out and complete theWorks properly; and3. all work and items reasonably inferred from the ContractDocuments as necessary to properly perform the otherobligations of the Contractor under the Contract.The Contractor acknowledges that:1. it is both experienced and expert in work of the type, complexityand scale of the Works;2. it has made full allowance in the Contract Price for the mattersreferred to in clauses 8.1 and 8.2; and3. unless the Contract expressly provides an entitlement topayment, everything required to be done by the Contractor underthe Contract is to be done at the Contractor’s own cost.The Contractor warrants to the Principal that, subject to clauses 28 to 31 (inclusive), theContractor shall engage and retain the Consultants and Subcontractors identified in theContractor's tender and who are suitably qualified and experienced.2.3.4.Contract Name: » [TEMPLATE]Contract No: » [Insert]KNET#16358612 SA GC21 Edition 2Revision Date: 24/11/20Page 12 of 119

GC21 (Edition 2) - General Conditions of ContractContract Framework5.The Contractor acknowledges that Variations instructed by the Principal may change thescope of the Works.6.Unless the Contract specifies, or the Principal instructs, that the Contractor use aparticular work method or perform particular Temporary Work, the Contractor is solelyresponsible for determining the work methods and the requirements for all TemporaryWork.7. If requested in writing by the Principal, the Contractor must, within the time specified inthe request, advise the Principal of:1. its price (excluding all costs of delay or disruption) for anyproposal by the Principal to use a particular work method orperform particular Temporary Work proposed by the Principalor to change a work method or Temporary Work specified in theContract;2. the anticipated effect of the Principal’s proposal on achievingCompletion; and3. the effect of the Principal’s proposal on any other matterspecified by the Principal.8. If the parties agree in writing on the effects of the Principal’s proposal and the Principalinstructs the Contractor to carry out the proposal, any affected Contractual CompletionDates and the Contract Price must be adjusted as agreed.9. Subject to clause 8.10, if the Principal instructs the Contractor to use a particular workmethod or perform particular Temporary Work or to change a specified work method orTemporary Work without first agreeing in writing with the Contractor the effects of theinstruction, the Contractor may make a Claim for:1. an extension of time in accordance with clause 50 and delaycosts in accordance with clause 51, subject to the requirementsof those clauses; and2. an increase in the Contract Price to be valued in accordance withclause 47 for any unavoidable costs incurred by the Contractoradditional to what it would have incurred if the Principal had notgiven the instruction.10. If the need for the instruction given under clause 8.9 arises from the Contractor’s own actor omission, the Contractor is not entitled to any extension of time or adjustment to theContract Price.8A1.Contractor’s WarrantiesThe Contractor warrants to the Principal that it has checked and carefully considered allinformation and documents made available to the Contractor by, or on behalf of, thePrincipal and that they are proper, adequate and suitable for the purpose for which thework under the Contract is intended (as contemplated by the Principal’s Documents).9Assignment1.101.111.2.3.The Contractor must not assign a right or benefit under the Contract or seek to novate thContract without first obtaining the Principal’s written consent.Governing law of the ContractThe Contract is governed by the laws of South Australia, and the parties submit to theexclusive jurisdiction of the courts of South Australia.Notices and instructionsNotices must be sent to the relevant persons at the addresses in Contract Information items4 to 11 or 52, or at the address for service most recently notified in writing by theaddressee.All notices must be in writing, and all instructions by the Principal must be in writing or,if given orally, must be confirmed in writing as soon as practicable.Notwithstanding Clause 11.1, where stated in the Principal’s Documents that thePrincipal will implement an electronic Information Management System (IMS) for theContract Name: » [TEMPLATE]Contract No: » [Insert]KNET#16358612 SA GC21 Edition 2Revision Date: 24/11/20Page 13 of 119

GC21 (Edition 2) - General Conditions of ContractContract Frameworkmanagement of documents the Contract, the IMS must be used for the transmission of allnotices and other documents between the partiesStatutory and Government Requirements121.2.3.131.Statutory RequirementsThe Principal must ensure that the licences, authorisations, approvals and consents listedin Contract Information item 14 are obtained and paid for.The Contractor is responsible for:1. compliance with all Statutory Requirements, subject to clause49, except if, because of the nature of the requirement, only thePrincipal can comply (in which case the Contractor will performthe Works so as not to put the Principal in breach of anyStatutory Requirements) ;2. giving all notices necessary to comply with StatutoryRequirements;3. obtaining all licences, authorisations, approvals and consentsnecessary to carry out the work in connection with the Contract,other than those listed in Contract Information item 14; and4. the payment of all necessary fees and charges, other than thoselisted in Contract Information item 14.As a condition of achieving Completion, the Contractor must give to the Principaloriginals of all licences, authorisations, approvals, consents and other documents issuedby authorities or providers of services in connection with the Works or the Site.Codes of Practice and Implementation GuidelinesIf required by Contract Information item 16A, the Contractor must comply with therequirements of the Commonwealth Building Code 2016 and Schedule 12 (Compliancewith Building Code 2016) applies.Australian Government Agreement (where applicable)2.3.4.The Contractor acknowledges that the Principal will enter into an Agreement with theCommonwealth of Australia for the provision of funds for the Works (the“Commonwealth Funding Agreement”).The Contractor agrees to cooperate in all respects during the term of the Contract to enablethe Principal to perform its obligations under the Agreement and without limitation theContractor will:1. preserve the confidentiality of the Commonwealth FundingAgreement;2. not do anything or permit anything to be done (whether by actor omission) which may cause or contribute towards a breach ofthe Commonwealth Funding Agreement by the Principal orotherwise prejudice its rights under the Commonwealth FundingAgreement;3. provide any information requested by the Commonwealthpursuant to the Commonwealth Funding Agreement.In the event that the Commonwealth either1.terminates the Commonwealth Funding Agreement; or2. otherwise withdraws funding for the Works,3. then the Principal has the right to terminate this Contract withno liability to the Contractor, except that the Principal will paythe Contractor for services rendered prior to such termination.Contract Name: » [TEMPLATE]Contract No: » [Insert]KNET#16358612 SA GC21 Edition 2Revision Date: 24/11/20Page 14 of 119

GC21 (Edition 2) - General Conditions of Contract141.2.151.2.3.4.5.6.Contract FrameworkNo collusive arrangementsThe Contractor warrants that it has not engaged in any collusive or anti-competitivearrangement or understanding in connection with its tender for, or entry into, or duringthe period of the Contract.Without limiting any other right or remedy, the Principal may recover from the Contractorthe value of any payment or other benefit made directly or indirectly to an unsuccessfultenderer or a trade or industry association if the Contractor is in breach of the warranty inclause 14.1.Compliance with SA Government RequirementsThe Contractor agrees to disclosure of this Contract in accordance with Department ofPremier and Cabinet Circular 27 (PCO27)."Disclosure of Government Contracts",available from: ns/premier-andcabinet-circulars. The Contractor’s attention is drawn to the Freedom of Information Act1991 (SA). No exemption from the provisions of this Act applies to this Contract.Where required by the Building Work Contractors Act 1995 (SA), the Contractor shallhold an appropriate Builders Licence. Evidence of compliance with this clause shall besubmitted to the Principal’s Authorised Person on request.Attention is drawn to the Construction Industry Training Fund Act 1993 (SA), whichimposes a levy of 0.25% of the value of building and construction works in SouthAustralia. The Contractor shall pay the levy, calculated on the basis of the Contract Priceless any Provisional Sums, Provisional Quantities and Principal controlled amounts. ThePrincipal will not make separate payment to the Contractor for the levy, the cost of whichis deemed to be included in the Contract Price. Proof of payment of the levy may berequired prior to the first or any progress payment being made under this Contract.The Contractor must conduct itself in a manner that does not invite, directly or indirectly,the Principal’s officers, employees or agents or any public sector employee (as defined inthe Public Sector Act 2009) to behave unethically, to prefer private interests over thePrincipal’s interests or to otherwise contravene the Code of Ethics for the SouthAustralian Public Sector.The Contractor must not engage any former public sector employee, either directly orthrough a third party, who has, received a separation package from the South Australiangovernment, where such engagement may breach the conditions under which theseparation package was paid to the former public sector employee.The Contractor shall comply with the Code of Practice for the South AustralianConstruction Industry (the "Code") during the term of the Contract. Failure to complywith the Code will be taken into account by the South Australian Government and itsagencies when considering a future tender from the Contractor and may result in suchtender being passed over and/or a change in the status of the Contractor on any StateGovernment register of contractors. The Contractor shall ensure that all subcontractscontain a requirement to comply with the Code.Respectful Behaviour.7.8.9.The Contractor acknowledges the Principal's zero tolerance towards men’s violenceagainst women in the workplace and the broader community.The Contractor agrees that, in performing the Works, the Contractor’s personnel will atall times:1. act in a manner that is non-threatening, courteous, andrespectful; and2. comply with any instructions, policies, procedures or guidelinesissued by the Principal regarding acceptable workplacebehaviour.If the Principal believes that the Contractor's personnel are failing to comply with thebehavioural standards specified in this clause, then the Principal may in its absolutediscretion:Contract Name: » [TEMPLATE]Contract No: » [Insert]KNET#16358612 SA GC21 Edition 2Revision Date: 24/11/20Page 15 of 119

GC21 (Edition 2) - General Conditions of Contract1.2.Contract Frameworkprohibit access by the relevant Contractor’s personnel to thePrincipal's premises; anddirect the Contractor to withdraw the relevant Contractor’spersonnel from providing the Services.Industry Participation Plan10. Agencies and private parties contracting to the Government of South Australia arerequired to comply with the South Australian Industry Participation Policy (SAIPP) andthe supporting procedural and reporting requirements.11. The Contractor must implement the Contractor’s Standard or Tailored IndustryParticipation Plan (“SIPP” or “TIPP”) approved by the Industry Advocate (“IA”).12. The Contractor must provide an Industry Participation Report (“IPP Report”) in respectof each Industry Participation Reporting Period to the Principal within two weeks of theend of each period, in the form set out at https://industryadvocate.sa

1. design the Works in accordance with the Contract, as stated in Contract Information Item 38; 2. construct the Works in accordance with the Contract; and 3. perform and observe all its other obligations under the Contract. 2. The Principal must: 1. pay the Contractor the Contract Price for its performance, in